-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WyeU4UjnonUGGPbshFFj1T79DhOu+hQyvRDxXO9DbsOz0JErbWPksnhURsY/z0Qo Un5NklbxzBHVqi1gz3A9ww== 0000891092-97-000362.txt : 19970918 0000891092-97-000362.hdr.sgml : 19970918 ACCESSION NUMBER: 0000891092-97-000362 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970912 ITEM INFORMATION: FILED AS OF DATE: 19970916 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST ALLIANCE MORTGAGE CO /DE/ CENTRAL INDEX KEY: 0000906938 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 330721183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11947 FILM NUMBER: 97681197 BUSINESS ADDRESS: STREET 1: 17305 VON KARMAN AVE STREET 2: SUITE 5000 CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7142248500 MAIL ADDRESS: STREET 1: 17305 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92714 FORMER COMPANY: FORMER CONFORMED NAME: FIRST ALLIANCE CORP /DE/ DATE OF NAME CHANGE: 19961104 FORMER COMPANY: FORMER CONFORMED NAME: FIRST ALLIANCE MORTGAGE CO /CA/ DATE OF NAME CHANGE: 19940908 8-K 1 CURRENT REPORT - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 12, 1997 First Alliance Mortgage Company (Exact name of registrant as specified in its charter) California 33-99604-06 95-2944875 (State or Other Jurisdiction) (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 177305 Von Karman Avenue Irvine, California 97614-6203 (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code (714) 224-8400 No Change (Former name or former address, if changed since last report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits: 8.1 Tax Opinion and Consent of Arter & Hadden 23.1 Consent of Coopers & Lybrand L.L.P., independent auditors of MBIA Insurance Corporation SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST ALLIANCE MORTGAGE COMPANY, as Company By: /s/ Brian Chisick -------------------------------- Name: Brian Chisick Title: President Dated: September 12, 1997 EXHIBIT INDEX Exhibit No. Description Page No. ----------- ----------- -------- 8.1 Tax Opinion and Consent of Arter & Hadden 23.1 Consent of Coopers & Lybrand L.L.P., independent auditors of MBIA Insurance Corporation EX-8.1 2 TAX OPINION AND CONSENT OF ARTER & HADDEN EXHIBIT 8.1 September 12, 1997 Re: First Alliance Mortgage Company First Alliance Mortgage Loan Trust 1997-3 Registration Statement on Form S-3 No. 33-99604 Ladies and Gentlemen: We have acted as counsel for First Alliance Mortgage Company in connection with the preparation and filing of the registration statement on Form S-3 (such registration statement, the "Registration Statement") filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), in respect of First Alliance Mortgage Loan Asset Backed Certificates, Series 1997-3 (the "Certificates"). Our advice formed the basis for the description of federal income tax consequences appearing under the heading "Certain Federal Income Tax Consequences" in the prospectus supplement contained in the Registration Statement. Such description does not purport to discuss all possible federal income tax consequences of an investment in Certificates but with respect to those tax consequences which are discussed, it is our opinion that the description is accurate. In addition, assuming (i) the REMIC election is made, (ii) the Pooling and Servicing Agreement is fully executed, delivered and enforceable against the parties thereto in accordance with its terms, (iii) the transaction described in the prospectus supplement is completed on substantially the terms and conditions set forth therein, and (iv) continuing compliance with the Pooling and Servicing Agreement, it is our opinion that, for federal income tax purposes, the Trust will be treated as a "REMIC" (as defined in the Code), each Class of the Offered Certificates will be treated as "regular interests" in the REMIC and the Class R Certificates will be treated as the sole "residual interest" in the REMIC. We hereby consent to the filing of this letter as an Exhibit to the Registration Statement and to the reference to this firm in the Registration Statement and related prospectus supplement under the heading "Certain Federal Income Tax Consequences." Very truly yours, /s/ Arter & Hadden Arter & Hadden EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Prospectus Supplement of our report dated February 3, 1997, on our audits of the consolidated financial statements of MBIA Insurance Corporation and Subsidiaries as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996. We also consent to the reference to our firm under the caption "Report of Experts". /s/ Coopers & Lybrand L.L.P. Coopers & Lybrand L.P.P. September 12, 1997 New York, New York -----END PRIVACY-ENHANCED MESSAGE-----